UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number: 001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.)
Prologis, Inc.
Prologis, L.P.
(Exact name of registrant as specified in its charter)
Maryland (Prologis, Inc.)
Delaware (Prologis, L.P.)
94-3281941 (Prologis, Inc.)
94-3285362 (Prologis, L.P.)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Pier 1, Bay 1, San Francisco, California
94111
(Address of principal executive offices)
(Zip Code)
(415) 394-9000
(Registrants’ telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
PLD
New York Stock Exchange
3.000% Notes due 2026
PLD/26
2.250% Notes due 2029
PLD/29
5.625% Notes due 2040
PLD/40
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Prologis, Inc.:
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
Prologis, L.P.:
Large accelerated filer ☐
Non-accelerated filer ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The number of shares of Prologis, Inc.’s common stock outstanding at October 24, 2025, was approximately 928,867,000.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2025, of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to “Prologis, Inc.” or the “Parent” mean Prologis, Inc. and its consolidated subsidiaries; and references to “Prologis, L.P.” or the “Operating Partnership” or the “OP” mean Prologis, L.P., and its consolidated subsidiaries. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and the OP collectively.
The Parent is a real estate investment trust (a “REIT”) and the general partner of the OP. At September 30, 2025, the Parent owned a 97.68% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.32% common limited partnership interests are owned by unaffiliated investors and certain current and former directors and officers of the Parent.
We operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As sole general partner, the Parent has control of the OP through complete responsibility and discretion in the day-to-day management and therefore, consolidates the OP for financial reporting purposes. Because the only significant asset of the Parent is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.
We believe combining the quarterly reports on Form 10-Q of the Parent and the OP into this single report results in the following benefits:
It is important to understand the few differences between the Parent and the OP in the context of how we operate the Company. The Parent does not conduct business itself, other than acting as the sole general partner of the OP and issuing public equity from time to time. The OP holds substantially all the assets of the business, directly or indirectly. The OP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent, which are contributed to the OP in exchange for partnership units, the OP generates capital required by the business through the OP’s operations, incurrence of indebtedness and issuance of partnership units to third parties.
The presentation of noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Parent and those of the OP. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity and capital issuances in the Parent and in the OP.
The preferred stock, common stock, additional paid-in capital, accumulated other comprehensive income (loss) and distributions in excess of net earnings of the Parent are presented as stockholders’ equity in the Parent’s consolidated financial statements. These items represent the common and preferred general partnership interests held by the Parent in the OP and are presented as general partner’s capital within partners’ capital in the OP’s consolidated financial statements. The common limited partnership interests held by the limited partners in the OP are presented as noncontrolling interest within equity in the Parent’s consolidated financial statements and as limited partners’ capital within partners’ capital in the OP’s consolidated financial statements.
To highlight the differences between the Parent and the OP, separate sections in this report, as applicable, individually discuss the Parent and the OP, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the Parent and the OP, this report refers to actions or holdings as being actions or holdings of Prologis.
PROLOGIS
INDEX
Page
Number
PART I.
Financial Information
Item 1.
Financial Statements
1
Consolidated Balance Sheets – September 30, 2025 and December 31, 2024
Consolidated Statements of Income – Three and Nine Months Ended September 30, 2025 and 2024
2
Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2025 and 2024
3
Consolidated Statements of Equity – Three and Nine Months Ended September 30, 2025 and 2024
4
Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024
5
6
7
8
Consolidated Statements of Capital – Three and Nine Months Ended September 30, 2025 and 2024
9
10
Prologis, Inc. and Prologis, L.P.:
Notes to the Consolidated Financial Statements
11
Note 1. General
Note 2. Real Estate
12
Note 3. Unconsolidated Entities
13
Note 4. Assets Held for Sale or Contribution
15
Note 5. Debt
Note 6. Noncontrolling Interests
18
Note 7. Long-Term Compensation
19
Note 8. Earnings Per Common Share or Unit
20
Note 9. Financial Instruments and Fair Value Measurements
21
Note 10. Reportable Segments
25
Note 11. Supplemental Cash Flow Information
28
Reports of Independent Registered Public Accounting Firm
29
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
51
Item 4.
Controls and Procedures
52
PART II.
Other Information
Legal Proceedings
53
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Item 6.
Exhibits
Index
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
PROLOGIS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share data)
September 30, 2025
December 31, 2024
ASSETS
Investments in real estate properties
$
95,037,476
91,246,176
Less accumulated depreciation
14,345,033
12,758,159
Net investments in real estate properties
80,692,443
78,488,017
Investments in and advances to unconsolidated entities
10,543,057
10,079,448
Assets held for sale or contribution
358,851
248,511
Net investments in real estate
91,594,351
88,815,976
Cash and cash equivalents
1,186,022
1,318,591
Other assets
5,560,768
5,194,342
Total assets
98,341,141
95,328,909
LIABILITIES AND EQUITY
Liabilities:
Debt
35,302,901
30,879,263
Accounts payable and accrued expenses
1,847,369
1,769,327
Other liabilities
3,978,762
4,063,549
Total liabilities
41,129,032
36,712,139
Equity:
Prologis, Inc. stockholders’ equity:
Series Q preferred stock at stated liquidation preference of $50 per share; $0.01 par value; 1,279 shares issued and outstanding and 100,000 preferred shares authorized at September 30, 2025 and December 31, 2024
63,948
Common stock; $0.01 par value; 928,664 and 926,283 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
9,287
9,263
Additional paid-in capital
54,658,643
54,464,055
Accumulated other comprehensive loss
(736,100
)
(120,215
Distributions in excess of net earnings
(1,360,237
(465,913
Total Prologis, Inc. stockholders’ equity
52,635,541
53,951,138
Noncontrolling interests
4,576,568
4,665,632
Total equity
57,212,109
58,616,770
Total liabilities and equity
The accompanying notes are an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Three Months Ended
Nine Months Ended
September 30,
2025
2024
Revenues:
Rental
2,054,200
1,897,164
6,066,797
5,577,198
Strategic capital
150,351
135,367
438,652
418,521
Development management and other
9,330
3,858
31,966
5,245
Total revenues
2,213,881
2,036,389
6,537,415
6,000,964
Expenses:
484,635
427,425
1,460,915
1,326,917
69,270
61,342
194,964
210,689
General and administrative
110,662
98,154
332,234
316,041
Depreciation and amortization
647,999
649,265
1,957,278
1,924,075
Other
8,724
15,683
30,079
39,371
Total expenses
1,321,290
1,251,869
3,975,470
3,817,093
Operating income before gains on real estate transactions, net
892,591
784,520
2,561,945
2,183,871
Gains on dispositions of development properties and land, net
15,435
32,005
53,363
159,487
Gains on other dispositions of investments in real estate, net
32,235
434,446
116,078
651,306
Operating income
940,261
1,250,971
2,731,386
2,994,664
Other income (expense):
Earnings from unconsolidated entities, net
92,827
84,749
268,418
259,558
Interest expense
(258,274
(230,113
(741,891
(631,700
Foreign currency, derivative and other gains (losses) and other income (expense), net
100,981
(37,942
(53,506
62,774
Gains (losses) on early extinguishment of debt, net
-
536
Total other income (expense)
(64,466
(183,306
(526,979
(308,832
Earnings before income taxes
875,795
1,067,665
2,204,407
2,685,832
Income tax expense
(54,535
(4,214
(121,323
(80,073
Consolidated net earnings
821,260
1,063,451
2,083,084
2,605,759
Less net earnings attributable to noncontrolling interests
56,994
57,732
154,636
152,977
Net earnings attributable to controlling interests
764,266
1,005,719
1,928,448
2,452,782
Less preferred stock dividends
1,369
1,452
4,326
4,407
Net earnings attributable to common stockholders
762,897
1,004,267
1,924,122
2,448,375
Weighted average common shares outstanding – Basic
928,851
926,427
928,186
926,017
Weighted average common shares outstanding – Diluted
956,603
953,813
955,824
953,530
Net earnings per share attributable to common stockholders – Basic
0.82
1.08
2.07
2.64
Net earnings per share attributable to common stockholders – Diluted
2.06
2.63
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Other comprehensive income:
Foreign currency translation gains (losses), net
26,432
(417,102
(633,211
(87,659
Unrealized gains (losses) on derivative contracts, net
3,666
(8,669
5,135
26,854
Comprehensive income
851,358
637,680
1,455,008
2,544,954
Net earnings attributable to noncontrolling interests
(56,994
(57,732
(154,636
(152,977
Other comprehensive loss (income) attributable to noncontrolling interests
(691
9,573
12,191
2,755
Comprehensive income attributable to common stockholders
793,673
589,521
1,312,563
2,394,732
CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended September 30, 2025 and 2024
Common Stock
Accumulated
Distributions
Additional
in Excess of
Non-
Preferred
of
Par
Paid-in
Comprehensive
Net
controlling
Total
Stock
Shares
Value
Capital
Income (Loss)
Earnings
Interests
Equity
Balance at July 1, 2025
928,037
9,280
54,604,092
(765,507
(1,183,239
4,578,240
57,306,814
Effect of equity compensation plans
67
15,572
31,105
46,678
Capital contributions
32,743
Purchase of noncontrolling interests
(421
Redemption of noncontrolling interests
560
31,696
(33,308
(1,606
25,825
607
3,582
84
Reallocation of equity
7,704
(7,704
Dividends ($1.01 per common share) and other distributions
(941,264
(82,193
(1,023,457
Balance at September 30, 2025
928,664
Balance at July 1, 2024
925,880
9,259
54,392,526
(156,053
(964,620
4,578,261
57,923,321
112
16,167
30,565
46,733
15,214
154
8,814
(8,815
(407,729
(9,373
(8,469
(200
5,071
(5,071
Dividends ($0.96 per common share) and other distributions
(4
(892,862
(65,990
(958,856
Balance at September 30, 2024
926,146
9,261
54,422,574
(572,251
(851,763
4,592,323
57,664,092
Nine Months Ended September 30, 2025 and 2024
Balance at January 1, 2025
926,283
405
66,151
87,508
153,663
59,216
(1,677
(11,984
(13,661
1,976
113,883
(120,216
(6,313
(620,902
(12,309
5,017
118
15,282
(15,282
Dividends ($3.03 per common share) and other distributions
949
(2,822,772
(230,751
(3,052,574
Balance at January 1, 2024
924,391
9,244
54,249,801
(514,201
(627,068
4,641,996
57,823,720
49,516
130,443
179,963
21,245
1,350
77,453
(77,965
(499
(84,257
(3,402
26,207
647
45,815
(45,815
Dividends ($2.88 per common share) and other distributions
(11
(2,677,477
(227,803
(2,905,291
CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating activities:
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Straight-lined rents and amortization of above and below market leases
(530,691
(470,289
Equity-based compensation awards
141,654
164,302
(268,418
(259,558
Operating distributions from unconsolidated entities
454,682
417,296
Decrease (increase) in operating receivables from unconsolidated entities
8,166
37,769
Amortization of debt discounts and debt issuance costs, net
64,450
58,446
(53,363
(159,487
(116,078
(651,306
Unrealized foreign currency and derivative losses (gains), net
155,348
61,188
Losses (gains) on early extinguishment of debt, net
(536
Deferred income tax expense (benefit)
(2,948
2,201
Decrease (increase) in other assets
(127,522
(209,901
Increase (decrease) in accounts payable and accrued expenses and other liabilities
84,556
56,799
Net cash provided by (used in) operating activities
3,850,198
3,576,758
Investing activities:
Real estate development
(1,958,714
(2,376,890
Real estate acquisitions
(1,246,417
(1,820,308
Tenant improvements and lease commissions on previously leased space
(413,577
(347,488
Property improvements
(212,536
(248,868
Proceeds from dispositions and contributions of real estate
340,944
1,788,924
(50,657
(479,897
Return of investment from unconsolidated entities
76,156
54,067
Proceeds from the settlement of net investment hedges
4,852
12,797
Payments on the settlement of net investment hedges
(18,908
(1,350
Purchase of short-term investments
(176,715
Net cash provided by (used in) investing activities
(3,655,572
(3,419,013
Financing activities:
Dividends paid on common and preferred stock
Noncontrolling interests contributions
Noncontrolling interests distributions
Settlement of noncontrolling interests
(19,974
Tax paid with shares withheld
(18,757
(26,893
Debt and equity issuance costs paid
(30,706
(28,965
Net proceeds from (payments on) credit facilities and commercial paper
(27,937
(334,164
Repurchase of and payments on debt
(209,068
(917,560
Proceeds from the issuance of debt
2,955,412
4,283,768
Net cash provided by (used in) financing activities
(345,337
91,652
Effect of foreign currency exchange rate changes on cash
18,142
1,086
Net increase (decrease) in cash and cash equivalents
(132,569
250,483
Cash and cash equivalents, beginning of period
530,388
Cash and cash equivalents, end of period
780,871
See Note 11 for information on noncash investing and financing activities and other information.
PROLOGIS, L.P.
LIABILITIES AND CAPITAL
Capital:
Partners’ capital:
General partner – preferred
General partner – common
52,571,593
53,887,190
Limited partners – common
1,247,495
913,227
Limited partners – Class A common
969
429,358
Total partners’ capital
53,884,005
55,293,723
3,328,104
3,323,047
Total capital
Total liabilities and capital
(In thousands, except per unit amounts)
38,329
32,728
107,044
91,838
782,931
1,030,723
1,976,040
2,513,921
Less preferred unit distributions
Net earnings attributable to common unitholders
781,562
1,029,271
1,971,714
2,509,514
Weighted average common units outstanding – Basic
951,116
942,137
946,726
941,545
Weighted average common units outstanding – Diluted
Net earnings per unit attributable to common unitholders – Basic
Net earnings per unit attributable to common unitholders – Diluted
(38,329
(32,728
(107,044
(91,838
198
(605
(2,437
1,324
Comprehensive income attributable to common unitholders
813,227
604,347
1,345,527
2,454,440
CONSOLIDATED STATEMENTS OF CAPITAL
General Partner
Limited Partners
Common
Class A Common
Units
Amount
1,279
52,664,626
16,524
937,698
5,941
328,656
3,311,886
17,601
1,064
15,573
314
Redemption of limited partnership units
31,702
5,198
293,556
(5,923
(326,864
(3,219
4,024
(198
93
(9
Reallocation of capital
(1,813
(5,891
Distributions ($1.01 per common unit) and other
(27,526
(54,656
22,036
53,281,112
15,291
879,924
7,650
421,376
3,276,961
16,986
8,018
16,168
364
8,815
(154
(6,752
(3,226
605
(134
(66
(4,208
(863
Distributions ($0.96 per common unit) and other
(892,866
(20,380
(4,947
(40,663
53,007,821
15,501
887,186
420,292
3,284,845
15,699
38,434
9,158
66,155
896
757
(757
113,146
5,441
302,893
(7,632
(422,352
(14,734
(12
2,437
(8,898
(6,384
Distributions ($3.03 per common unit) and other
(2,821,823
(71,053
(8,799
(150,899
53,117,776
14,760
848,160
8,595
469,561
3,324,275
41,055
20,084
49,520
1,202
77,466
(461
(26,127
(945
(51,838
(1,410
(668
(1,324
439
208
(44,212
(1,603
Distributions ($2.88 per common unit) and other
(2,677,488
(61,162
(15,452
(151,189
Distributions paid on common and preferred units
(2,902,624
(2,754,091
Redemption of common limited partnership units
Tax paid with shares of the Parent withheld
PROLOGIS, INC. AND PROLOGIS, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL
Business. Prologis, Inc. (or the “Parent”) commenced operations as a fully integrated real estate company in 1997, elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or “IRC”), and believes the current organization and method of operation will enable it to maintain its status as a REIT. The Parent is the general partner of Prologis, L.P. (or the “Operating Partnership” or “OP”). Through the OP, we are engaged in the ownership, acquisition, development and management of logistics facilities with a focus on key markets in 20 countries on four continents. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors. We maintain a significant level of ownership in these co-investment ventures, which may be consolidated or unconsolidated based on our level of control of the entity. Our current business strategy consists of two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital. Our Real Estate Segment represents the ownership, leasing and development of logistics properties. Our Strategic Capital Segment represents the management of properties owned by our unconsolidated co-investment ventures and other ventures. See Note 10 for further discussion of our reportable segments. Unless otherwise indicated, the Notes to the Consolidated Financial Statements apply to both the Parent and the OP. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and OP collectively.
For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. At September 30, 2025, the Parent owned a 97.68% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.32% common limited partnership interests, are owned by unaffiliated investors and certain current and former directors and officers of the Parent. Each partner’s percentage interest in the OP is determined based on the number of OP units held, compared to total OP units outstanding at each period end and is used as the basis for the allocation of net income or loss to each partner. At the end of each reporting period, a capital adjustment is made in the OP to reflect the appropriate ownership interest for each of the common unitholders. These adjustments are reflected in the line items Reallocation of Equity in the Consolidated Statements of Equity of the Parent and Reallocation of Capital in the Consolidated Statements of Capital of the OP.
As the sole general partner of the OP, the Parent has complete responsibility and discretion in the day-to-day management and control of the OP, and we operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As general partner with control of the OP, the Parent is the primary beneficiary and therefore consolidates the OP. Because the Parent’s only significant asset is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.
Basis of Presentation. The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in our reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated.
The accompanying unaudited interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Our management believes that the disclosures presented in these financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for both the Parent and the OP for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, and other public information.
Accounting Pronouncements.
New Accounting Standards Issued but not yet Adopted
Income Taxes. In December 2023, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update ("ASU") to enhance the transparency and decision usefulness of income tax disclosures on an annual basis. The ASU requires additional disclosures around income tax categories and further disaggregation of federal, state and foreign tax information and eliminates certain existing requirements. The standard is effective for the fiscal year ended December 31, 2025. We do not expect the standard to have a material impact on our Consolidated Financial Statements.
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued an ASU to enhance disclosures about certain expense types in commonly presented expense captions on the Consolidated Statements of Income. The ASU requires additional disclosures that disaggregate expense captions into specific components with qualitative descriptions. This standard is effective for the
fiscal year ended December 31, 2027, and interim periods thereafter, on a prospective or retrospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements as we anticipate the primary change will be additional disclosure in our Consolidated Financial Statements.
NOTE 2. REAL ESTATE
Investments in real estate properties consisted of the following (dollars and square feet in thousands):
Square Feet
Number of Buildings
Sep 30,
Dec 31,
Operating properties:
Buildings and improvements
654,051
643,929
3,016
2,987
56,500,079
54,840,666
Improved land
24,188,824
23,438,687
Development portfolio, including land costs:
Prestabilized
8,386
5,387
32
1,314,347
813,029
Properties under development
13,030
18,306
38
66
1,434,064
2,016,584
Land (1)
5,095,671
4,453,522
Other real estate investments (2)
6,504,491
5,683,688
Total investments in real estate properties
Acquisitions
The following table summarizes our real estate acquisition activity (dollars and square feet in thousands):
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
2024 (1)
Number of operating properties
46
54
Square feet
600
8,770
3,883
11,047
Acres of land
342
486
707
Acquisition cost of net investments in real estate, excluding other real estate investments
77,360
1,431,598
1,012,134
1,999,129
Acquisition cost of other real estate investments
15,391
184,761
295,764
235,004
Dispositions
The following table summarizes our dispositions of net investments in real estate which include contributions to unconsolidated co-investment ventures and dispositions to third parties (dollars and square feet in thousands):
Dispositions of development properties and land, net (1)
Number of properties
57
1,284
459
3,123
Net proceeds
49,661
202,386
150,938
580,876
Other dispositions of investments in real estate, net (2)
71
284
6,131
1,308
13,954
42,328
893,054
211,487
1,776,112
Leases
We recognized lease right-of-use assets of $653.0 million and $707.8 million within Other Assets and lease liabilities of $618.2 million and $615.3 million within Other Liabilities, principally for land and office space leases in which we are the lessee, in the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024, respectively.
NOTE 3. UNCONSOLIDATED ENTITIES
Summary of Investments
We have investments in entities through a variety of ventures. We co-invest in entities that own multiple properties with partners and investors and we provide asset management and property management services to these entities, which we refer to as co-investment ventures. These entities may be consolidated or unconsolidated depending on the structure, our partner’s participation and other rights and our level of control of the entity. This note details our investments in unconsolidated co-investment ventures, which are related parties and accounted for using the equity method of accounting. See Note 6 for more detail regarding our consolidated investments that are not wholly owned.
We also have investments in other ventures, generally with one partner, which we primarily account for using the equity method. We refer to our investments in both unconsolidated co-investment ventures and other ventures, collectively, as unconsolidated entities.
The following table summarizes our investments in and advances to unconsolidated entities (in thousands):
December 31,
Unconsolidated co-investment ventures
9,730,490
9,274,762
Other ventures
812,567
804,686
Unconsolidated Co-Investment Ventures
The following table summarizes the Strategic Capital Revenues we recognized in the Consolidated Statements of Income related to our unconsolidated co-investment ventures (in thousands):
Recurring fees
130,425
117,855
383,914
345,776
Transactional fees
16,577
14,372
47,096
39,786
Promote revenue
1,245
908
25,027
Total strategic capital revenues from unconsolidated co-investment ventures (1)
148,247
133,135
432,255
410,589
The following table summarizes the key property information, financial position and operating information of our unconsolidated co-investment ventures on a U.S. GAAP basis (not our proportionate share) and the amounts we recognized in the Consolidated Financial Statements related to these ventures (dollars and square feet in millions):
U.S.
Other Americas (1)
Europe
Asia
At:
Sep 30,2025
Dec 31,2024
Key property information:
Ventures
Operating properties
767
390
391
1,047
1,037
243
241
2,447
2,436
134
85
235
232
101
100
555
551
Financial position:
Total assets ($)
13,687
13,903
7,274
7,112
26,242
23,873
9,404
56,776
54,292
Third-party debt ($)
5,398
5,399
2,210
2,242
6,905
6,343
4,064
3,942
18,577
17,926
Total liabilities ($)
6,400
6,466
2,503
2,422
9,134
8,375
4,478
4,362
22,515
21,625
Our investment balance ($) (2)
2,984
3,023
1,189
1,168
4,807
4,371
750
713
9,730
9,275
Our weighted average ownership (3)
30.5
%
31.0
30.9
32.8
33.0
15.4
15.2
29.1
29.0
Other Americas (1)(4)
Operating Information:
Sep 30,2024
For the three months ended:
Total revenues ($)
411
355
206
110
527
467
164
162
1,094
Net earnings ($)
102
103
41
89
96
278
251
Our earnings from unconsolidated co-investment ventures, net ($)
17
36
88
82
For the nine months ended:
1,224
1,070
620
350
1,504
1,359
490
475
3,838
3,254
304
322
172
150
258
259
48
834
779
97
49
90
91
257
246
14
Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures
At September 30, 2025, our outstanding equity commitments were $194.1 million, principally for Prologis Japan Core Logistics Fund and Prologis China Logistics Venture. The equity commitments expire from 2025 to 2033 if they have not been previously called.
NOTE 4. ASSETS HELD FOR SALE OR CONTRIBUTION
We had investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at September 30, 2025 and December 31, 2024. At the time of classification, these properties were expected to be sold to third parties or were recently stabilized and expected to be contributed to unconsolidated co-investment ventures within twelve months. The amounts included in Assets Held for Sale or Contribution in the Consolidated Balance Sheets represented real estate investment balances and the related assets and liabilities.
Assets held for sale or contribution consisted of the following (dollars and square feet in thousands):
September 30,2025
December 31,2024
3,158
2,229
Total assets held for sale or contribution
Total liabilities associated with assets held for sale or contribution – included in Other Liabilities
17,141
1,951
NOTE 5. DEBT
All debt is incurred by the OP or its consolidated subsidiaries. The following table summarizes our debt (dollars in thousands):
Weighted Average
Interest Rate (1)
Years (2)
Outstanding (3)
Credit facilities and commercial paper
2.9%
1.8
224,922
4.1%
224,966
Senior notes
3.2%
9.0
32,777,234
9.8
28,322,163
Term loans and unsecured other
1.9%
4.1
1,979,040
2.0%
4.4
2,013,317
Secured mortgage
4.3%
2.4
321,705
3.2
318,817
8.6
3.1%
9.4
Weighted Average Interest Rate
Amount Outstanding
% of Total
British pound sterling
3.0%
1,840,612
5.2
1,714,653
5.6
Canadian dollar
4.5%
1,767,772
5.0
4.7%
1,262,508
Euro
2.2%
12,291,550
34.8
2.1%
9,900,602
32.1
Japanese yen
1.2%
3,110,101
8.8
1.1%
2,910,755
U.S. dollar
15,733,734
44.6
14,457,872
46.8
3.8%
559,132
1.6
3.6%
632,873
2.0
100.0
Credit Facilities and Commercial Paper
The following table summarizes information about our available liquidity at September 30, 2025 (in millions):
Aggregate lender commitments
Credit facilities
6,524
Less:
Credit facility borrowings outstanding
225
Commercial paper borrowings outstanding (1)
Outstanding letters of credit
27
Current availability
6,272
1,186
Total liquidity
7,458
Credit Facilities
In May 2025, we amended and restated one of our global senior credit facilities (the "2022 Global Facility") as the 2025 Global Facility. Each of the global senior credit facilities, the 2023 Global Facility and the 2025 Global Facility, have a borrowing capacity of $3.0 billion (subject to currency fluctuations). We may draw on both facilities in British pounds sterling, Canadian dollars, euro, Japanese yen, Mexican pesos and U.S. dollars on a revolving basis. The 2023 Global Facility is scheduled to mature in June 2027 and the 2025 Global Facility in June 2029; however, we can extend the maturity date for each facility by six months on two occasions, subject to the payment of extension fees. We also have the ability to increase each credit facility to $4.0 billion, subject to currency fluctuations and obtaining additional lender commitments.
We also have a Japanese yen revolver (the "Yen Credit Facility") with a borrowing capacity of ¥58.5 billion ($395.3 million at September 30, 2025). We have the ability to increase the borrowing capacity of the Yen Credit Facility to ¥75.0 billion ($506.8 million at September 30, 2025), subject to obtaining additional lender commitments. The Yen Credit Facility is scheduled to mature in August 2027; however, we may extend the maturity date for one year, subject to the payment of extension fees.
We refer to the 2023 Global Facility, the 2025 Global Facility and the Yen Credit Facility, collectively, as our “Credit Facilities.” Pricing for the Credit Facilities, including the spread over the applicable benchmark and the rates applicable to facility fees and letter of credit fees, varies based on the public debt ratings of the OP.
Our Credit Facilities are utilized to support our cash needs for general corporate purposes on a short-term basis. The maturities of the borrowings under the Credit Facilities generally range from overnight to three months.
Commercial Paper
We have commercial paper programs under which we may issue, repay and re-issue short-term unsecured commercial paper notes. Under our existing U.S. dollar-denominated program, the aggregate principal amount of notes outstanding at any time cannot exceed $1.0 billion. In June 2025, we established an additional multicurrency program under which we may issue notes denominated in British pound sterling, euros or U.S. dollars. The aggregate principal amount of notes outstanding under this program cannot exceed €1.0 billion (or its equivalent in other currencies) ($1.2 billion at September 30, 2025).The net proceeds from both programs are expected to be used for general corporate purposes. The maturities of the notes generally range from overnight to three months. Under customary terms in the commercial paper market, the notes are issued either at a discount to par or at par with fixed or floating interest rates. At any point in time, we are required to maintain available commitments under our Credit Facilities in an amount at least equal to the amount of notes outstanding under both programs.
16
Senior Notes
The following table summarizes the issuances of senior notes during the nine months ended September 30, 2025 (principal in thousands):
Aggregate Principal
Issuance Date Weighted Average
Issuance Date
Borrowing Currency
USD (1)
Interest Rate
Years
Maturity Dates
February
C$
750,000
520,428
4.2%
8.0
February 2033
May
1,250,000
5.1%
8.3
January 2031 – May 2035
September
€
1,000,000
1,178,100
9.5
September 2032 – 2037
2,948,528
8.7
Long-Term Debt Maturities
Scheduled principal payments due on our debt for the remainder of 2025 and for each year through the period ended December 31, 2029, and thereafter were as follows at September 30, 2025 (in thousands):
Unsecured
Credit Facilities and
Senior
Term Loans
Secured
Maturity
Notes
and Other
Mortgage
2025 (1)
175,179
175,245
2026 (1)(2)
1,352,218
858,766
46,933
2,257,917
2027 (3)
1,988,319
54,056
4,156
2,271,453
2028
2,612,085
114,189
3,041
2,729,315
2029
3,417,121
3,191
3,420,312
Thereafter
23,969,327
954,175
82,903
25,006,405
Subtotal
33,339,070
1,981,252
315,403
35,860,647
Unamortized premiums (discounts), net
(427,241
6,568
(420,673
Unamortized debt issuance costs, net
(134,595
(2,212
(266
(137,073
Financial Debt Covenants
Our Credit Facilities, senior notes and term loans outstanding at September 30, 2025 were subject to certain financial covenants under their related documents. At September 30, 2025, we were in compliance with all of our financial debt covenants.
Guarantee of Finance Subsidiary Debt
We have finance subsidiaries as part of our operations in Europe (Prologis Euro Finance LLC), Japan (Prologis Yen Finance LLC) and the U.K. (Prologis Sterling Finance LLC) in order to mitigate our foreign currency risk by borrowing in the currencies in which we invest. These entities are 100% indirectly owned by the OP and all unsecured debt issued or to be issued by each entity is or will be fully and unconditionally guaranteed by the OP. There are no restrictions or limits on the OP’s ability to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 13-01 of Regulation S-X, the separate financial statements of Prologis Euro Finance LLC, Prologis Yen Finance LLC and Prologis Sterling Finance LLC are not provided.
NOTE 6. NONCONTROLLING INTERESTS
We report noncontrolling interests related to several entities we consolidate but of which we do not own 100% of the equity. These entities include two real estate partnerships that have issued limited partnership units to third parties. Depending on the specific partnership agreements, these limited partnership units are redeemable for cash or, at our option, shares of the Parent’s common stock, generally at a rate of one share of common stock to one limited partnership unit. We also consolidate certain entities in which we do not own 100% of the equity but the equity of these entities is not exchangeable into our common stock.
The noncontrolling interests of the Parent include the noncontrolling interests described above for the OP, as well as the limited partnership units in the OP that are not owned by the Parent. The outstanding limited partnership units receive quarterly cash distributions equal to the quarterly dividends paid on our common stock pursuant to the terms of the applicable partnership agreements.
The following table summarizes these entities (dollars in thousands):
Our Ownership Percentage
Noncontrolling Interests
Total Assets
Total Liabilities
Prologis U.S. Logistics Venture
55.0
3,069,949
3,091,941
6,987,367
7,014,774
171,603
149,823
Other consolidated entities (1)
various
258,155
231,106
3,346,060
3,031,608
439,185
399,277
10,333,427
10,046,382
610,788
549,100
Limited partners in Prologis, L.P. (2)(3)
1,248,464
1,342,585
NOTE 7. LONG-TERM COMPENSATION
Equity-Based Compensation Programs
Performance Stock Unit ("PSU") Program
PSUs are granted under the Company's 2020 Long-Term Incentive Plan and are settled in equity at the end of a three-year performance period if applicable market-based performance hurdles are met. Such hurdles are based on a performance scale of Prologis’ percentile ranking in the Morgan Stanley Capital International US REIT Index (the “Index”) for a three-year performance period. Prologis must perform at the 55th percentile to earn a target award of 100.0%. The award is capped at 200.0% of the target for performance at or above the 85th percentile, and there is no payout in the event Prologis’ performance is below the 35th percentile. There is a proportional scaling between the 35th and the 85th percentiles, starting with 50.0% of the target being earned at the 35th percentile. If an award meets applicable market-based performance hurdles and is earned at the end of the initial three-year performance period, one-third of the award vests at the end of the performance period and the remaining award vests equally one and two years after the award is earned. The award is subject to an additional three-year holding requirement. Awards are in the form of common stock, restricted stock units ("RSUs") and LTIP Units.
The fair value of the awards is measured at the grant date and amortized over the period from the grant date to the date at which the awards vest, regardless of whether the market condition has been satisfied, which ranges from three to five years. We granted PSUs for the 2025 – 2027 performance period in January 2025, with a fair value of $83.9 million. The fair value was calculated using a Monte Carlo valuation model that assumed a risk-free interest rate of 4.4% and an expected volatility of 29.0% for Prologis and 30.2% for the peer group companies.
Prologis Outperformance Plan (“POP”)
In prior years, we allocated participation points or a percentage of the compensation pool to participants under our POP, corresponding to three-year performance periods beginning each January 1. Commencing in 2024 for named executive officers (“NEOs”) and in 2025 for other employees who previously received participation points, those individuals received the PSUs discussed above. No new awards will be granted to these individuals under the POP. The RSUs and LTIP Units table below includes POP awards that were earned but are unvested, while any vested awards are reflected within the Consolidated Statements of Equity and Capital.
Other Equity-Based Compensation Programs
Our other equity-based compensation programs include: (i) the Prologis Promote Plan; (ii) the annual long-term incentive equity award program; and (iii) the annual bonus exchange program. Awards under these programs may be issued in the form of RSUs or LTIP Units at the participants' elections. RSUs and LTIP Units are valued based on the market price of the Parent’s common stock at the grant date, and the grant date fair value is recognized as compensation expense over the service period.
Summary of Award Activity
PSUs
The following table summarizes the activity for PSUs for the nine months ended September 30, 2025 (units in thousands):
Unearned
Weighted Average Grant Date Fair Value
244
129.10
Granted
878
95.53
Earned
Forfeited
(6
1,116
102.88
RSUs and LTIP Units
The following table summarizes the activity for RSUs and LTIP Units for the nine months ended September 30, 2025 (units in thousands):
RSUs
LTIP Units
Unvested
2,063
99.39
5,250
72.15
468
109.30
586
109.46
Conversion of earned PSUs
Vested
(573
122.79
(896
122.07
(72
121.04
1,886
93.92
4,940
67.51
NOTE 8. EARNINGS PER COMMON SHARE OR UNIT
We determine basic earnings per share or unit based on the weighted average number of shares of common stock or units outstanding during the period. We compute diluted earnings per share or unit based on the weighted average number of shares or units outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments. During the three and nine months ended September 30, 2025, the majority of the Class A Units in the OP were converted to limited partnership units in the OP.
The computation of our basic and diluted earnings per share and unit was as follows (in thousands, except per share and unit amounts):
Net earnings attributable to common stockholders – Basic
Net earnings attributable to exchangeable limited partnership units (1)
18,781
25,130
47,592
61,851
Adjusted net earnings attributable to common stockholders – Diluted
781,678
1,029,397
2,510,226
Incremental weighted average effect on exchange of limited partnership units (1)
22,809
23,191
22,958
23,424
Incremental weighted average effect of equity awards
4,943
4,195
4,680
4,089
Weighted average common shares outstanding – Diluted (2)
Net earnings per share attributable to common stockholders:
Basic
Diluted
Net earnings attributable to Class A Units
(1,064
(8,018
(9,158
(20,084
Net earnings attributable to common unitholders – Basic
780,498
1,021,253
1,962,556
2,489,430
Net earnings attributable to exchangeable other limited partnership units
116
126
712
Adjusted net earnings attributable to common unitholders – Diluted
Weighted average common partnership units outstanding – Basic
Incremental weighted average effect on exchange of Class A Units
386
7,322
4,418
7,597
Incremental weighted average effect on exchange of other limited partnership units
158
159
299
Incremental weighted average effect of equity awards of Prologis, Inc.
Weighted average common units outstanding – Diluted (2)
Net earnings per unit attributable to common unitholders:
Class A Units
Other limited partnership units
265
Equity awards
7,210
7,314
7,423
7,942
7,855
14,935
12,106
15,838
Common limited partnership units
22,265
15,710
18,540
15,528
30,120
30,645
30,646
31,366
NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Derivative Financial Instruments
In the normal course of business, our operations are exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates. We may enter into derivative financial instruments to offset these underlying market risks. There have been no significant changes in our policy and strategy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
The following table presents the fair value of our derivative financial instruments recognized within Other Assets and Other Liabilities in the Consolidated Balance Sheets (in thousands):
Asset
Liability
Undesignated derivatives
Foreign currency contracts
Forwards
Brazilian real
762
325
14,857
8,785
422
8,397
15,503
2,046
26,953
32,989
40,544
55,818
Swedish krona
400
5,316
4,642
108
Options
Mexican peso
8,733
1,814
Designated derivatives
Net investment hedges
1,235
10,393
2,837
2,891
5,454
Interest rate contracts
Cash flow hedges
1,018
1,808
9,587
Total fair value of derivatives
65,589
60,109
137,429
638
Undesignated Derivative Financial Instruments
Foreign Currency Contracts
The following table summarizes the activity of our undesignated foreign currency contracts for the nine months ended September 30 (in millions, except for weighted average forward rates and number of active contracts):
CAD
EUR
GBP
JPY
Notional amounts at January 1 ($)
254
526
312
(27
1,451
213
524
442
384
56
1,619
New contracts ($)
111
186
68
483
109
106
460
Matured, expired or settled contracts ($)
(49
(98
(59
(19
(291
(32
(86
(120
(148
(61
(447
Notional amounts at September 30 ($)
316
614
420
321
(28
1,643
283
564
431
1,632
Weighted average forward rate at September 30
1.33
1.16
1.29
123.15
1.31
1.15
1.26
120.22
Active contracts at September 30
120
127
92
The following table summarizes the undesignated derivative financial instruments exercised and associated realized and unrealized gains (losses), respectively, in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income (in millions, except for number of exercised contracts):
Exercised contracts
30
83
161
Realized gains (losses) on the matured, expired or settled contracts
50
Unrealized gains (losses) on the change in fair value of outstanding contracts
34
(67
(97
Designated Derivative Financial Instruments
Changes in the fair value of derivatives that are designated as net investment hedges ("NIHs") of our foreign operations and cash flow hedges ("CFHs") are recorded in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in the Consolidated Balance Sheets and reflected within the AOCI/L table below.
22
The following table summarizes the activity of our foreign currency contracts designated as NIHs for the nine months ended September 30 (in millions, except for weighted average forward rates and number of active contracts):
163
432
595
516
948
200
549
749
47
397
444
(163
(305
(468
(399
(798
676
876
430
594
1.36
1.25
Interest Rate Contracts
The following table summarizes the activity of our interest rate contracts designated as CFHs for the nine months ended September 30 (in millions):
USD
280
700
550
1,250
139
543
1,932
846
(139
(543
(1,155
(1,837
(700
(246
(1,050
(1,996
375
Designated Nonderivative Financial Instruments
The following table summarizes our debt and accrued interest, designated as a hedge of our net investment in international subsidiaries at the quarter ended (in millions):
1,858
1,763
1,315
758
The following table summarizes the unrealized gains (losses) in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income on the remeasurement of the unhedged portion of our euro-denominated and Chinese renminbi-denominated debt and accrued interest (in millions):
Unrealized gains (losses) on the unhedged portion
(69
Accumulated Other Comprehensive Income (Loss) ("AOCI/L")
The change in AOCI/L in the Consolidated Statements of Equity during the periods presented was due to the following: (i) the currency translation adjustments ("CTA") that we recognize due to the translation of the financial statements of our consolidated subsidiaries, whose functional currency is not the U.S. dollar, into U.S. dollars; and (ii) the change in the fair value of the effective portion of our derivative financial instruments that have been designated as NIHs and CFHs and the translation of the hedged portion of our debt.
23
The following tables present these changes in AOCI/L (in thousands):
Unrealized gains (losses) on CFHs (1)
Our share of derivatives from unconsolidated co-investment ventures
Derivative NIHs
Debt designated as nonderivative NIHs (2)
CTA
Total AOCI/L
(10,379
12,806
295,707
99,385
(1,163,026
Other comprehensive income (loss), net
848
2,735
17,627
53,361
(45,164
29,407
(9,531
15,541
313,334
152,746
(1,208,190
Unrealized gains (losses) on CFHs
(18,488
15,834
328,596
272,495
(754,490
(3,488
(4,981
(24,626
(117,782
(265,321
(416,198
(21,976
10,853
303,970
154,713
(1,019,811
(11,659
12,652
341,852
327,897
(790,957
2,128
2,889
(28,518
(175,151
(417,233
(615,885
(45,744
8,414
310,526
254,102
(1,041,499
23,768
2,439
(6,556
(99,389
21,688
(58,050
24
Fair Value Measurements
There have been no significant changes in our policy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Fair Value Measurements on a Recurring Basis
At September 30, 2025 and December 31, 2024, other than the derivatives discussed previously, we had no significant financial assets or financial liabilities that were measured at fair value on a recurring basis in the Consolidated Financial Statements. All of our derivatives held at September 30, 2025 and December 31, 2024, were classified as Level 2 of the fair value hierarchy.
Fair Value Measurements on Nonrecurring Basis
Acquired properties and assets we expect to sell or contribute are significant nonfinancial assets that met the criteria to be measured at fair value on a nonrecurring basis. At September 30, 2025 and December 31, 2024, we estimated the fair value of our properties using Level 2 or Level 3 inputs from the fair value hierarchy. See more information on our acquired properties in Note 2 and assets held for sale or contribution in Note 4.
Fair Value of Financial Instruments
At September 30, 2025 and December 31, 2024, the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses were representative of their fair values.
The differences in the fair value of our debt from the carrying value in the table below were the result of differences in interest rates or borrowing spreads that were available to us at September 30, 2025 and December 31, 2024, as compared with those in effect when the debt was issued or assumed, including lower borrowing spreads due to our credit ratings. See Note 5 for more information on our debt activity.
The following table reflects the carrying amounts and estimated fair values of our debt (in thousands):
Carrying Value
Fair Value
30,942,032
26,095,901
1,943,300
1,991,934
311,609
298,452
33,421,863
28,611,253
NOTE 10. REPORTABLE SEGMENTS
Our current business strategy includes two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital. We generate revenues, earnings, net operating income and cash flows through our segments, as follows:
Our management Executive Committee (“EC”) is our Chief Operating Decision Maker (“CODM”) and regularly reviews operating results and makes strategic and operating decisions with regards to assessing performance and allocating resources based on our two reportable segments. The EC consists of the Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; Chief Investment Officer; Managing Director, Global Strategic Capital; President; Chief Human Resources Officer; Chief Legal Officer and Chief Energy and Sustainability Officer. The operating results reviewed by the EC include net operating income (“NOI”), the measure most consistent with U.S. GAAP.
NOI from the Real Estate Segment is calculated directly from the Consolidated Statements of Income as Rental Revenues and Development Management and Other Revenues less Rental Expenses and Other Expenses.
NOI from the Strategic Capital Segment is calculated directly from the Consolidated Statements of Income as Strategic Capital Revenues less Strategic Capital Expenses.
Our EC analyzes the NOI of each reportable segment on a quarterly basis comparing actuals to prior period actuals, along with forecasted future amounts and utilizes operating metrics to understand and evaluate the performance of our operations and to allocate resources.
Below we present: (i) each reportable segment’s revenues from external customers to Total Revenues; (ii) each reportable segment’s expenses to Total Expenses; (iii) each reportable segment’s net operating income from external customers, calculated as each reportable segment's revenues less segment expenses, to Operating Income and Earnings Before Income Taxes; and (iv) each reportable segment’s assets to Total Assets.
The applicable components of Total Revenues, Total Expenses, Operating Income, Earnings Before Income Taxes and Total Assets in the Consolidated Financial Statements are allocated to each reportable segment’s revenues, expenses, net operating income and assets.
Items that are not directly assignable to a reportable segment, are not allocated but reflected as non-segment items (general and administrative expenses and real estate adjustments for depreciation and gains and losses on contributions and sales) due to how our CODM utilizes segment information for planning and execution of our business strategy.
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The following reportable segment net operating income and assets are presented in thousands:
Real estate segment:
1,959,698
1,819,965
5,814,191
5,359,141
Other Americas
48,973
34,604
141,209
95,486
36,833
28,858
95,226
83,286
18,026
17,595
48,137
44,530
Total real estate segment
2,063,530
1,901,022
6,098,763
5,582,443
Strategic capital segment:
51,005
46,388
149,083
137,517
22,154
16,342
65,933
73,785
54,167
49,843
159,247
141,745
23,025
22,794
64,389
65,474
Total strategic capital segment
U.S. (1)
(459,261
(416,402
(1,394,588
(1,296,956
(10,073
(6,820
(28,255
(20,446
(18,387
(13,738
(51,814
(32,637
(5,638
(6,148
(16,337
(16,249
(493,359
(443,108
(1,490,994
(1,366,288
(34,290
(30,594
(93,331
(106,273
(6,066
(4,020
(15,599
(17,041
(18,149
(17,617
(53,797
(59,402
(10,765
(9,111
(32,237
(27,973
(69,270
(61,342
(194,964
(210,689
(562,629
(504,450
(1,685,958
(1,576,977
Segment net operating income:
1,500,437
1,403,563
4,419,603
4,062,185
38,900
27,784
112,954
75,040
18,446
15,120
43,412
50,649
12,388
11,447
31,800
28,281
1,570,171
1,457,914
4,607,769
4,216,155
16,715
15,794
55,752
31,244
16,088
12,322
50,334
56,744
36,018
32,226
105,450
82,343
12,260
13,683
32,152
37,501
81,081
74,025
243,688
207,832
Total segment net operating income
1,651,252
1,531,939
4,851,457
4,423,987
Non-segment items:
General and administrative expenses
(110,662
(98,154
(332,234
(316,041
Depreciation and amortization expenses
(647,999
(649,265
(1,957,278
(1,924,075
Segment assets:
78,157,066
76,857,293
3,140,426
2,814,141
3,127,816
2,554,514
1,117,166
719,810
85,542,474
82,945,758
Strategic capital segment: (2)
10,499
25,280
171
167
35,950
35,946
Total segment assets
85,578,424
82,981,704
674,787
700,655
Total non-segment items
12,762,717
12,347,205
NOTE 11. SUPPLEMENTAL CASH FLOW INFORMATION
Our significant noncash investing and financing activities for the nine months ended September 30, 2025 and 2024 included the following:
We paid $711.3 million and $572.7 million for interest, net of amounts capitalized, during the nine months ended September 30, 2025 and 2024, respectively.
We paid $105.7 million and $104.7 million for income taxes, net of refunds, during the nine months ended September 30, 2025 and 2024, respectively.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Results of Review of Interim Financial Information
We have reviewed the consolidated balance sheet of Prologis, Inc. and subsidiaries (the Company) as of September 30, 2025, the related consolidated statements of income, comprehensive income, and equity for the three-month and nine-month periods ended September 30, 2025 and 2024, the related consolidated statements of cash flows for the nine-month periods ended September 30, 2025 and 2024, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2024 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ KPMG LLP
Denver, ColoradoOctober 28, 2025
To the Partners of Prologis, L.P. and the Board of Directors of Prologis, Inc.:
We have reviewed the consolidated balance sheet of Prologis, L.P. and subsidiaries (the Operating Partnership) as of September 30, 2025, the related consolidated statements of income, comprehensive income, and capital, for the three-month and nine-month periods ended September 30, 2025 and 2024, the related consolidated statements of cash flows for the nine-month periods ended September 30, 2025 and 2024, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Operating Partnership as of December 31, 2024, and the related consolidated statements of income, comprehensive income, capital, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2024 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
This consolidated interim financial information is the responsibility of the Operating Partnership’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 1 of this report and our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”).
The statements in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate as well as management’s beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “aims,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, acquisition and development activity, contribution and disposition activity, general conditions in the geographic areas where we operate, expectations regarding new lines of business, our debt, capital structure and financial position, our ability to earn revenues from co-investment ventures or form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) international, national, regional and local economic and political climates and conditions; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties, including the integration of the operations of significant real estate portfolios; (v) maintenance of Real Estate Investment Trust (“REIT”) status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in and management of our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; (x) risks related to global pandemics; and (xi) those additional factors discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024. We undertake no duty to update any forward-looking statements appearing in this report except as may be required by law.
Prologis, Inc. is a self-administered and self-managed REIT and is the sole general partner of Prologis, L.P. through which it holds substantially all of its assets. We operate Prologis, Inc. and Prologis, L.P. as one enterprise and, therefore, our discussion and analysis refers to Prologis, Inc. and its consolidated subsidiaries, including Prologis, L.P. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors ("co-investment ventures"). We have a significant ownership interest in the co-investment ventures, which are either consolidated or unconsolidated based on our level of control of the entity.
We operate, manage and measure the operating performance of our properties on an owned and managed (“O&M”) basis. Our O&M portfolio includes our consolidated properties as well as properties owned by our unconsolidated co-investment ventures, which we manage. We make operating decisions based on our total O&M portfolio as we manage the properties without regard to their ownership. We also evaluate our results based on our proportionate economic ownership of each property included in the O&M portfolio (“our share”).
Included in our discussion below are references to funds from operations (“FFO”) and net operating income (“NOI”), neither of which are U.S. generally accepted accounting principles (“GAAP”). See below for a reconciliation of Net Earnings Attributable to Common Stockholders/Unitholders in the Consolidated Statements of Income to our FFO measures and a reconciliation of NOI to Operating Income in the Consolidated Statements of Income, the most directly comparable GAAP measures.
MANAGEMENT'S OVERVIEW
Prologis is the global leader in logistics real estate, operating in high-barrier, high-growth markets across 20 countries on four continents. Our portfolio is concentrated in key commercial hubs strategically located near end consumers to enable the efficient flow of goods. Beyond owning, managing and developing high-quality logistics facilities, we deliver integrated infrastructure solutions that enhance efficiency, flexibility and resilience. Our services address the evolving needs of modern supply chains, including the growing convergence of physical and digital infrastructure and the increasing demand for sustainable operations.
Logistics supply chains remain vital to both our customers and the global economy. Long-term trends, including the growth of e-commerce and modernization of supply chains, continue to drive demand for additional space to enhance resiliency and distribution capabilities. This demand has led to strong rent growth and historically low vacancy rates in recent years. We believe this demand is driven by three primary factors: (i) our customers repositioning their supply chains to meet rising e-commerce and service expectations; (ii) growth in consumption; and (iii) a growing focus on supply chain efficiency. We believe these factors will sustain demand and low vacancy rates over the long term. In the near term, despite economic uncertainty stemming from trade tensions and shifting policies,
our proprietary metrics, customer dialogue and strong third-quarter 2025 leasing activity demonstrate that many customers are continuing to move forward with decisions. We remain well positioned to support them as they navigate ongoing supply chain shifts and uncertainty.
Our teams actively manage our portfolio by delivering comprehensive real estate services, including leasing, property management, development, acquisitions and dispositions. We invest significant capital into new logistics properties through acquisitions and development activity, including both built-to-suit and speculative development, as well as redevelopment of properties into industrial properties and data centers. Proceeds from property dispositions, typically through contributions of newly developed properties to our co-investment ventures or sales of non-strategic assets to third parties, allow us to recycle capital back into our ongoing investment activities.
While the majority of our properties in the U.S. are wholly owned, we also hold significant ownership interest in properties both in the U.S. and internationally through our investment in co-investment ventures. Partnering with many of the world’s largest institutional investors through co-investment ventures allows us to expand our investment capacity, enhance and diversify our real estate returns and mitigate our exposure to foreign currency movements.
Our scale and customer-focused strategy have driven us to expand the services we offer. Our 1.3 billion square foot portfolio serves as the foundation for a comprehensive platform of solutions that address the challenges our customers face in global fulfillment today. Through Prologis Essentials, we deliver solutions to support our customers’ operational, energy and sustainability needs. Our customer experience teams, proprietary technology and strategic partnerships are central to every aspect of the Prologis Essentials platform. These resources allow us to provide customers with unique and actionable insights and tools to help them advance sustainability goals and improve operational efficiency. In addition, the principles of environmental, social and governance are embedded in our business strategy through an integrated approach to global impact and sustainability, which we believe creates value for our customers, investors, employees and communities.
Our Global Presence
At September 30, 2025, we owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 1.3 billion square feet across the following geographies:
Throughout this discussion, amounts are presented in U.S. dollars, our reporting currency. Included in these amounts are consolidated and unconsolidated investments denominated in foreign currencies, principally the British pound sterling, Canadian dollar, euro and Japanese yen that are impacted by fluctuations in exchange rates when translated to U.S. dollars. We mitigate our exposure to foreign currency fluctuations by investing outside the U.S. through co-investment ventures, borrowing in the functional currency of our subsidiaries and utilizing derivative financial instruments.
Our business comprises two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital.
Below is information summarizing consolidated activity within our segments (in millions):
Real Estate Segment
Rental Operations. Rental operations comprise the largest component of our reportable segments and generally contributes 90% to 95% of our consolidated revenues, earnings and FFO. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. Through our global footprint, we have a diversified lease portfolio and our revenues from in-place leases are contractual with fixed or inflation-linked escalations. For the trailing twelve months ended September 30, 2025, the weighted average lease term for leases commenced in our consolidated operating portfolio was 68 months. We expect to generate earnings growth by increasing rents, maintaining high occupancy rates and controlling expenses. The primary driver of our revenue growth will be the rolling of in-place leases to current market rents upon lease expiration. We believe our active portfolio management, combined with the skills of our property management, maintenance, energy, sustainability and risk management teams allow us to maximize NOI across our portfolio. Substantially all of our consolidated rental revenue, NOI and cash flows from rental operations are generated in the U.S.
Development. Our development business provides the opportunity to profitably build modern logistics facilities that address the evolving requirements of our customers while deepening our presence in our target markets. We believe we have a competitive advantage due to: (i) the strategic locations of our global land sites; (ii) the development expertise of our local teams; (iii) the depth of our customer relationships; (iv) our ability to integrate sustainable design features that improve operational efficiency for our customers; and (v) our procurement capabilities that enable us to secure high-demand construction materials at a lower cost. Successful development projects contribute significantly to earnings growth as they are leased, begin generating income and increase the value of our Real Estate Segment. In general, we develop properties in the U.S. to hold for the long term or to contribute to our unconsolidated co-investment ventures, and outside the U.S. primarily to contribute to these ventures.
Strategic Capital Segment
We partner with many of the world’s largest institutional investors through co-investment ventures. The business is capitalized through private and public equity, and is comprised of 95% open-ended ventures, long-term ventures and two publicly traded vehicles (Nippon Prologis REIT, Inc. in Japan and FIBRA Prologis, which controls and owns 90% of Terrafina, also a publicly traded FIBRA in Mexico). We align our interests with our partners by holding significant ownership interests in the co-investment ventures. Nine of the co-investment ventures are unconsolidated entities, and one is consolidated, with our ownership in the co-investment ventures ranging from 15% to 55%. This structure allows us to reduce our exposure to foreign currency fluctuations for non-U.S. investments. Management of the unconsolidated co-investment ventures comprises our Strategic Capital Segment.
This segment generates durable, long-term cash flows and generally contributes 5% to 10% of our consolidated revenues, earnings and FFO, excluding promotes. We generate strategic capital revenue from our unconsolidated co-investment ventures, principally through asset management and property management services. Revenue earned from asset management fees is primarily driven by the quarterly valuation of the real estate properties owned by the respective ventures. We earn additional revenues by providing leasing, acquisition, construction management, development and disposition services. The majority of the strategic capital revenues are generated outside the U.S. In certain ventures, we also have the ability to earn revenues through incentive fees (“promotes” or “promote revenues”) periodically during the life of a venture, upon liquidation of a venture or upon stabilization of individual venture
33
assets, based primarily on the total return of the investments over certain financial hurdles. Promote revenue is recognized when earned, either at the end of the promote period or upon liquidation or stabilization. We plan to grow this business and increase revenues by increasing our assets under management in existing and new ventures.
FUTURE GROWTH
We believe that the quality and scale of our portfolio, our ability to add value creation through development, our strategic capital business, the depth of our customer relationships and the strength of our balance sheet are differentiators that allow us to drive growth in revenues, NOI, earnings, FFO and cash flows.
Rent change represents the percentage change in net effective rental rates (average rate over the lease term), on new and renewed leases, commenced during the period compared with previous net effective rental rates for the same respective spaces.
Based on our current estimates, our consolidated land and other real estate investments, including options and CLPs, have the potential to support the development of $37.0 billion ($42.3 billion on an O&M basis) of TEI of newly developed buildings. We measure the estimated value creation of a development project as the stabilized value above our TEI. As properties are completed and leased, we expect to capture the value creation principally through gains realized upon contributing these properties to unconsolidated co-investment ventures and through increases in the NOI of the consolidated portfolio.
SUMMARY OF THE NINE MONTHS ENDED SEPTEMBER 30, 2025
Our operating results and leasing activity remained resilient during the nine months ended September 30, 2025, despite economic disruption from tariff policy proposals. Due to increases in market rents over the past several years, our existing lease mark-to-market continued to drive rent change on rollover and same-store growth in our O&M portfolio. This lease mark-to-market has remained meaningfully positive despite recent quarters of lower or even negative market rental growth, due to accumulated rent growth in preceding years. The occupancy of our operating portfolio was 95.2% at September 30, 2025 and rent change on leases that commenced during the nine months ended September 30, 2025 was 52.0% on a net effective basis, both metrics based on our ownership share.
While tariff policy introduced economic uncertainty in April, leasing activity in our consolidated portfolio remained healthy, with 31 million square feet (62 million square feet on an O&M basis) of new leases signed in the third quarter, demonstrating that many customers are continuing to move forward with decisions. This demand was also reflected in new development activity, with consolidated development starts totaling $2.0 billion during the nine months ended September 30, 2025, of which 68.3% were build-to-suit projects. While we believe we are well-positioned to grow revenue over the long-term given the upside opportunity in our in-place leases, the potential impact of ongoing economic uncertainty on our business, future financial condition and operating results remains difficult to predict.
We completed the following significant activities in 2025, as described in the Notes to the Consolidated Financial Statements:
520
1,000
1,179
2,949
(1) The exchange rate used to calculate into U.S. dollars was the spot rate at the settlement date of each issuance.
RESULTS OF OPERATIONS – NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
We evaluate our business operations based on the NOI of our two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital. NOI by segment is a non-GAAP performance measure that is calculated using revenues and
35
expenses directly from our financial statements. We consider NOI by segment to be an appropriate supplemental measure of our performance because it helps management and investors understand our operating results.
Below is our NOI by segment per the Consolidated Financial Statements and a reconciliation of NOI by segment to Operating Income per the Consolidated Financial Statements for the nine months ended September 30 (in millions):
Rental revenues
6,067
5,577
Development management and other revenues
Rental expenses
(1,461
(1,327
Other expenses
(30
(39
Real Estate Segment – NOI
4,608
4,216
Strategic capital revenues
419
Strategic capital expenses
(195
(211
Strategic Capital Segment – NOI
(333
(316
(1,957
(1,924
2,562
2,184
160
651
2,731
2,995
See Note 10 to the Consolidated Financial Statements for more information on our segments and a reconciliation of each reportable segment’s NOI to Operating Income and Earnings Before Income Taxes.
This reportable segment principally includes rental revenue and rental expenses recognized from our consolidated properties. This segment also includes the operating results of our renewable energy assets. We allocate the costs of our property management and leasing functions to the Real Estate Segment through Rental Expenses and the Strategic Capital Segment through Strategic Capital Expenses, both in the Consolidated Financial Statements, based on the square footage of the relative portfolios. In addition, this segment is impacted by our development, acquisition and disposition activities.
Below are the components of Real Estate Segment NOI for the nine months ended September 30, derived directly from line items in the Consolidated Financial Statements (in millions):
The $392 million change in Real Estate Segment (“RES”) NOI for the nine months ended September 30 compared to the same period in 2024, was impacted by the following activities (in millions):
Below are key operating metrics of our consolidated operating portfolio.
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Development Activity
The following table summarizes consolidated development activity for the nine months ended September 30 (dollars and square feet in millions):
Starts:
Number of new development buildings started during the period
TEI
1,966
885
Percentage of build-to-suits based on TEI
68.3
27.7
Stabilizations:
Number of development buildings stabilized during the period
55
1,714
3,317
45.0
27.4
Weighted average stabilized yield (1)
6.8
6.0
Estimated value at completion
2,189
3,812
Estimated weighted average margin (2)
14.9
Estimated value creation
495
At September 30, 2025, the consolidated development portfolio, including properties under development and pre-stabilized properties, was expected to be completed before July 2027 with a TEI of $4.7 billion and was 48.1% leased. This includes data centers with an aggregate TEI of $1.0 billion, on a consolidated basis. Our investment in the development portfolio was $2.7 billion at September 30, 2025.
Capital Expenditures
We capitalize costs incurred in improving and leasing our consolidated operating properties and other real estate investments as part of the investment basis or within Other Assets in the Consolidated Balance Sheets. The following graph summarizes recurring capitalized expenditures and leasing costs during each quarter and excludes development costs and spend subsequent to stabilization that is structural in nature and non-recurring:
This reportable segment includes revenues from asset management and property management services, transactional services for acquisition, disposition and leasing activity and promote revenue earned from the unconsolidated co-investment ventures. Revenues associated with the Strategic Capital Segment fluctuate because of changes in the size of the portfolios through acquisitions and
dispositions, the fair value of the properties, timing of promotes, foreign currency exchange rates and other transactional activity. These revenues are reduced by the direct costs associated with the asset and property-level management expenses for the properties owned by these ventures. We allocate the costs of our property management and leasing functions to the Strategic Capital Segment through Strategic Capital Expenses and to the Real Estate Segment through Rental Expenses both in the Consolidated Financial Statements, based on the square footage of the relative portfolios. For further details regarding the key property information and summarized financial condition and operating results of our unconsolidated co-investment ventures, refer to Note 3 to the Consolidated Financial Statements.
Below are the components of Strategic Capital Segment NOI for the nine months ended September 30, derived directly from the line items in the Consolidated Financial Statements (in millions):
Below is additional detail of our Strategic Capital Segment revenues, expenses and NOI for the nine months ended September 30 (in millions):
Strategic capital revenues ($)
Recurring fees (2)
133
125
61
45
141
389
352
Transactional fees (3)
42
Promote revenue (4)
Total strategic capital revenues ($)
149
138
74
142
65
Strategic capital expenses ($) (4)
(93
(107
(16
(17
(53
(60
(33
Strategic Capital Segment – NOI ($)
The Prologis Promote Plan ("PPP") awards up to 25% of the third-party portion of the promotes earned by us from the co-investment ventures to our employees. This award is issued as a combination of cash and equity-based awards, pursuant to the terms of the PPP and expensed through Strategic Capital Expenses in the Consolidated Statements of Income, as vested. As a result, expenses recognized in the current period may relate to promote revenues recognized in prior periods.
G&A Expenses
G&A expenses were $333 million and $316 million for the nine months ended September 30, 2025 and 2024, respectively. We capitalize certain internal costs that are incremental and directly related to our development and building improvement activities.
The following table summarizes capitalized G&A expenses for the nine months ended September 30 (dollars in millions):
Building and land development activities
Operating building improvements and other
43
Total capitalized G&A expenses
128
145
Capitalized compensation and related costs as a percentage of total
21.2
24.8
39
Depreciation and Amortization Expenses
Depreciation and amortization expenses were $2.0 billion and $1.9 billion for the nine months ended September 30, 2025 and 2024, respectively.
The $33 million change in depreciation and amortization expenses for the nine months ended September 30, 2025 compared to the same period in 2024, was impacted by the following items (in millions):
Gains on Real Estate Transactions, Net
Gains on the disposition of development properties and land were $53 million and $160 million for the nine months ended September 30, 2025 and 2024, respectively, principally from the contribution of properties we developed to unconsolidated co-investment ventures in Europe in 2025 and 2024, in the U.S. in 2024 and from sales to third parties in the U.S. in 2025.
Gains on other dispositions of investments in real estate were $116 million and $651 million for the nine months ended September 30, 2025 and 2024, respectively, principally from sales of properties to third parties in 2025 and 2024, and the contribution of properties to our U.S. unconsolidated co-investment venture in 2024.
Historically, we have utilized the proceeds from these dispositions primarily to fund our acquisition and development activities. See Note 2 to the Consolidated Financial Statements for further information on these transactions.
Our Owned and Managed (“O&M”) Operating Portfolio
We manage our business and evaluate operating performance on an O&M basis, which includes our consolidated properties and properties owned by our unconsolidated co-investment ventures. We believe reviewing the results on this basis enables management to assess performance more comprehensively as we manage the properties without regard to their ownership. We do not control the unconsolidated co-investment ventures for purposes of GAAP and the presentation of the ventures’ operating information does not represent a legal claim.
Our O&M operating portfolio excludes our development portfolio, value-added properties, non-industrial properties and properties we consider non-strategic that we do not intend to hold for the long term, including those classified as held for sale or within other real estate investments. Value-added properties are properties we have either acquired at a discount and believe we could provide greater returns post-stabilization or properties we expect to repurpose to higher uses. See below for information on our O&M operating portfolio (square feet in millions):
Number of Properties
SquareFeet
Percentage Occupied
Consolidated
3,015
655
95.1%
2,981
644
95.4%
Unconsolidated
2,440
553
2,423
548
96.6%
5,455
1,208
95.3%
5,404
1,192
95.9%
40
Below are the key leasing metrics of our O&M operating portfolio.
Same Store Analysis
Our same store metrics are non-GAAP financial measures, which are commonly used in the real estate industry and expected from the financial community, on both a net effective and cash basis. We evaluate the performance of the operating properties we own and manage using a “same store” analysis because the population of properties in this analysis is consistent from period to period, which allows us and investors to analyze our ongoing business operations. We determine our same store metrics on property NOI, which is calculated as rental revenue less rental expense for the applicable properties in the same store population for both consolidated and unconsolidated properties based on our ownership interest, as further defined below.
We define our same store population for the three months ended September 30, 2025 as the properties in our O&M operating portfolio, including the property NOI for both consolidated properties and properties owned by the unconsolidated co-investment ventures, at January 1, 2024 and owned throughout the same three-month period in both 2024 and 2025. We believe the drivers of property NOI for the consolidated portfolio are generally the same for the properties owned by the ventures in which we invest and therefore we evaluate the same store metrics of the O&M portfolio based on Prologis’ ownership in the properties (“Prologis Share”). The same store population excludes properties held for sale to third parties, along with development properties that were not stabilized at the beginning of the period (January 1, 2024) and properties acquired or disposed of to third parties during the period. To derive an appropriate measure of period-to-period operating performance, we remove the effects of foreign currency exchange rate movements by using the reported period-end exchange rate to translate from local currency into the U.S. dollar, for both periods.
As non-GAAP financial measures, the same store metrics have certain limitations as an analytical tool and may vary among real estate companies. As a result, we provide a reconciliation of Rental Revenues less Rental Expenses (“Property NOI”) (from our Consolidated Financial Statements prepared in accordance with U.S. GAAP) to our Same Store Property NOI measures, as follows for the three months ended September 30 (dollars in millions):
Percentage
Change
Reconciliation of Consolidated Property NOI to Same Store Property NOI measures:
2,054
1,897
(485
(427
Consolidated Property NOI
1,569
1,470
Adjustments to derive same store results:
Property NOI from consolidated properties not included in same store portfolio and other adjustments (1)
(221
(146
Property NOI from unconsolidated co-investment ventures included in same store portfolio (1)(2)
922
861
Third parties' share of Property NOI from properties included in same store portfolio (1)(2)
(729
(702
Prologis Share of Same Store Property NOI – Net Effective (2)
1,541
1,483
3.9
Consolidated properties straight-line rent and fair value lease amortization included in same store portfolio (3)
(121
(132
Unconsolidated co-investment ventures straight-line rent and fair value lease amortization included in same store portfolio (3)
(31
(23
Third parties' share of straight-line rent and fair value lease amortization included in same store portfolio (2)(3)
Prologis Share of Same Store Property NOI – Cash (2)(3)
1,416
1,346
During the periods presented, certain wholly owned properties were contributed to a co-investment venture and are included in the same store portfolio. Neither our consolidated results nor those of the co-investment ventures, when viewed individually, would be comparable on a same store basis because of the changes in composition of the respective portfolios from period to period (e.g. the results of a contributed property are included in our consolidated results through the contribution date and in the results of the venture subsequent to the contribution date based on our ownership interest at the end of the period). As a result, only line items labeled “Prologis Share of Same Store Property NOI” are comparable period over period.
We manage our business and compensate our executives based on the same store results of our O&M portfolio at 100% as we manage our portfolio on an ownership blind basis. We calculate those results by including 100% of the properties included in our same store portfolio.
Other Components of Income (Expense)
Earnings from Unconsolidated Entities, Net
The earnings we recognize from unconsolidated entities can be impacted by: (i) the size, rental rates and occupancy of the portfolio of properties owned by each venture; (ii) interest expense based on the size and terms of the debt; (iii) gains or losses from dispositions of properties, impairments and extinguishments of debt; (iv) our ownership interest in each venture; (v) other variances in revenues and
expenses of each venture; and (vi) fluctuations in foreign currency exchange rates used to translate our share of net earnings to U.S. dollars.
We recognized net earnings from unconsolidated entities, which are primarily accounted for using the equity method, of $268 million and $260 million for the nine months ended September 30, 2025 and 2024, respectively.
See the discussion of our unconsolidated entities above in the Strategic Capital Segment discussion and in Note 3 to the Consolidated Financial Statements for a further breakdown of our share of net earnings recognized.
Interest Expense
The following table details our net interest expense for the nine months ended September 30 (dollars in millions):
Gross interest expense
753
656
Amortization of debt discount and debt issuance costs, net
64
59
Capitalized amounts
(75
(83
Net interest expense
742
632
Weighted average effective interest rate during the period
3.1
Interest expense increased during the nine months ended September 30, 2025, as compared to the same period in 2024, principally due to the issuance of senior notes to finance our acquisition and development activities and higher interest rates on new issuances. We issued $2.9 billion of senior notes during the nine months ended September 30, 2025 and $4.2 billion during the year ended December 31, 2024, with a weighted average interest rate of 4.3% and 4.8%, respectively, at the issuance date.
See Note 5 to the Consolidated Financial Statements and the Liquidity and Capital Resources section below, for further discussion of our debt and borrowing costs.
Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net
Given the global nature of our operations, we are exposed to foreign currency exchange risk related to investments in and earnings from our foreign investments. We primarily hedge our foreign currency risk related to our investments by borrowing in the currencies in which we invest thereby providing a natural hedge. We have issued debt in a currency that is not the same functional currency of the borrowing entity and have designated a portion of the debt as a nonderivative net investment hedge. We recognize the remeasurement and settlement of the translation adjustment on the unhedged portion of the debt and accrued interest in unrealized gains or losses. We may use derivative financial instruments to manage foreign currency exchange rate risk related to our earnings. We recognize the change in fair value of the undesignated derivative contracts in unrealized gains and losses. Upon settlement of these transactions, we recognize realized gains or losses.
We recognized foreign currency, derivative and other gains (losses) and other income (expense), net, of $54 million in losses and $63 million in gains for the nine months ended September 30, 2025 and 2024, respectively. Included in these amounts was interest income earned on short-term investments.
The following table details our foreign currency and derivative gains (losses), net for the nine months ended September 30 included in earnings (in millions):
Realized foreign currency and derivative gains (losses), net:
Gains (losses) on the settlement of undesignated derivatives
Gains (losses) on the settlement of transactions with third parties
(1
Total realized foreign currency and derivative gains (losses), net
Unrealized foreign currency and derivative gains (losses), net:
Gains (losses) on the change in fair value of undesignated derivatives and unhedged debt
(166
(44
Gains (losses) on remeasurement of certain assets and liabilities
Total unrealized foreign currency and derivative gains (losses), net
(156
Total foreign currency and derivative gains (losses), net
(140
See Note 9 to the Consolidated Financial Statements for more information about our derivative and nonderivative transactions.
Income Tax Expense
We recognize income tax expense related to our taxable REIT subsidiaries and in the local, state and foreign jurisdictions in which we operate. Our current income tax expense (benefit) fluctuates from period to period based primarily on the timing of our taxable income, including gains on the disposition of properties, fees earned from the co-investment ventures and taxable earnings from unconsolidated co-investment ventures. Deferred income tax expense (benefit) is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets in taxable subsidiaries.
The following table summarizes our income tax expense (benefit) for the nine months ended September 30 (in millions):
Current income tax expense (benefit):
Income tax expense (benefit)
119
Income tax expense (benefit) on dispositions
Total current income tax expense (benefit)
124
78
Deferred income tax expense (benefit):
(3
Total deferred income tax expense (benefit)
Total income tax expense (benefit)
121
80
Net Earnings Attributable to Noncontrolling Interests
Net earnings attributable to noncontrolling interests represents the third-party investors’ share of the earnings generated in consolidated entities in which we do not own 100% of the equity, reduced by the third-party share of fees or promotes we earned during the period. We had net earnings attributable to noncontrolling interests of $155 million and $153 million for the nine months ended September 30, 2025 and 2024, respectively. Included in these amounts were $48 million and $61 million for the nine months ended September 30, 2025 and 2024, respectively, of net earnings attributable to the common limited partnership unitholders of Prologis, L.P.
See Note 6 to the Consolidated Financial Statements for further information on our noncontrolling interests.
Other Comprehensive Income (Loss)
The key driver of changes in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in the Consolidated Financial Statements during the nine months ended September 30, 2025 and 2024, was the currency translation adjustment derived from changes in exchange rates during both periods principally on our net investments in real estate outside the U.S. and the borrowings we issue in the functional currencies of the countries where we invest. These borrowings serve as a natural hedge of our foreign investments. In addition, we use derivative financial instruments, such as foreign currency contracts to manage foreign currency exchange rate risk related to our foreign investments and interest rate contracts to manage interest rate risk, that when designated the change in fair value is included in AOCI/L.
See Note 9 to the Consolidated Financial Statements for more information on changes in other comprehensive income and about our derivative and nonderivative transactions.
RESULTS OF OPERATIONS – THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Except as separately discussed above, the changes in comprehensive income attributable to common stockholders and unitholders and its components for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, are similar to the changes for the nine-month periods ended on the same dates.
LIQUIDITY AND CAPITAL RESOURCES
Overview
We believe our ability to generate cash from operating activities, distributions from our co-investment ventures, contributions and dispositions of properties and available financing sources provides sufficient capacity to meet our anticipated future development, acquisition, operating, debt service, dividend and distribution requirements.
44
Near-Term Principal Cash Sources and Uses
In addition to dividends and distributions, we expect our primary cash needs will consist of the following:
We expect to fund our cash needs principally from the following sources (subject to market conditions):
In the long term, we may also voluntarily repurchase our outstanding debt or equity securities (depending on prevailing market conditions, our liquidity, contractual restrictions and other factors) through cash purchases, open-market purchases, privately negotiated transactions, tender offers or otherwise. We may also fund our cash needs from the issuance of equity securities, subject to market conditions, and through the sale of a portion of our investments in co-investment ventures.
The following table summarizes information about our consolidated debt by currency (dollars in millions):
1,841
1,715
1,768
1,262
12,291
9,900
3,110
2,911
15,734
14,458
559
633
Total debt (1)
35,303
30,879
At September 30, 2025, our credit ratings were A from Standard and Poor's and A2 from Moody's, both with stable outlooks. These ratings support our ability to access capital at favorable interest rates. Adverse changes to our credit ratings could negatively affect our business and our future growth, particularly our refinancing and capital markets activities, our ability to manage debt maturities and our development and acquisition plans. A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time by the issuing agency.
At September 30, 2025, we were in compliance with all of our financial debt covenants. These covenants include customary financial covenants, such as maintaining debt service coverage, leverage and fixed charge coverage ratios.
See Note 5 to the Consolidated Financial Statements for further discussion on our debt.
Equity Commitments Related to Certain Co-Investment Ventures
Certain co-investment ventures have equity commitments from us and our venture partners. Our venture partners fulfill their equity commitment with cash. We may fulfill our equity commitment through contributions of properties or cash.
The following table summarizes the remaining equity commitments at September 30, 2025 (dollars in millions):
Equity Commitments (1)
Prologis
Venture Partners
Expiration Date
Prologis Targeted U.S. Logistics Fund
2028 (2)
Prologis Brazil Logistics Venture
2026
Prologis European Logistics Fund
Prologis Japan Core Logistics Fund
455
544
2033
Prologis China Logistics Venture
404
2025 – 2028
194
1,131
1,325
See the Cash Flow Summary below for more information about our investment activity in our co-investment ventures.
Cash Flow Summary
The following table summarizes our cash flow activity for the nine months ended September 30 (in millions):
3,850
3,577
(3,656
(3,419
(345
Net increase (decrease) in cash and cash equivalents, including the effect of foreign currency exchange rates on cash
(133
250
Operating Activities
Cash provided by and used in operating activities, exclusive of changes in receivables and payables, was impacted by the following significant activities during the nine months ended September 30, 2025 and 2024:
Investing Activities
Cash provided by investing activities is driven by proceeds from the sale of real estate assets that include the contribution of properties we developed to our unconsolidated co-investment ventures as well as the sale of non-strategic operating properties. Cash used in investing activities is principally driven by our capital deployment activities of investing in real estate development, acquisitions and capital expenditures as discussed above. This activity includes land for future development, operating properties, other real estate assets and real estate portfolios. See Note 2 to the Consolidated Financial Statements for further information on these activities. In addition, the following significant transactions also impacted our cash used in and provided by investing activities during the nine months ended September 30, 2025 and 2024:
Financing Activities
Cash provided by and used in financing activities is principally driven by proceeds from and payments on credit facilities, commercial paper and other debt, along with dividends paid on common and preferred stock and noncontrolling interest contributions and distributions. Our credit facilities and our commercial paper support our cash needs for general corporate purposes on a short-term basis. The maturities of the borrowings under the credit facilities and the notes under the commercial paper programs generally range from overnight to three months.
Our repurchase of and payments on debt and proceeds from the issuance of debt consisted of the following activity for the nine months ended September 30 (in millions):
Repurchase of and payments on debt (including extinguishment costs)
Regularly scheduled debt principal payments and payments at maturity
209
329
Secured mortgage debt
Term loans
500
918
2,932
4,149
129
2,955
4,284
Unconsolidated Co-Investment Venture Debt
We had investments in and advances to our unconsolidated co-investment ventures of $9.7 billion at September 30, 2025. These ventures had total third-party debt of $18.6 billion at September 30, 2025 with a weighted average remaining maturity of 6 years and weighted average interest rate of 3.4%. The weighted average loan-to-value ratio for all unconsolidated co-investment ventures was 29.1% at September 30, 2025 based on gross book value. Loan-to-value, a non-GAAP measure, was calculated as the percentage of total third-party debt to the gross book value of real estate for each venture and weighted based on the cumulative gross book value of all unconsolidated co-investment ventures.
At September 30, 2025, we did not guarantee any third-party debt of the unconsolidated co-investment ventures.
Dividend and Distribution Requirements
Our dividend policy on our common stock is to distribute a percentage of our cash flow to ensure that we will meet the dividend requirements of the Internal Revenue Code ("IRC"), relative to maintaining our REIT status, while still allowing us to retain cash to fund our capital deployment and other investment activities.
Under the IRC, REITs may be subject to certain federal income and excise taxes on undistributed taxable income.
Outstanding Common Shares and Units Eligible for Dividends and Distributions
At September 30, 2025 the total outstanding shares of the Parent's common stock and common limited partnership units in the OP eligible for dividends and distributions were as follows (in thousands):
Shares/Units
Common shares outstanding
Common limited partnership units outstanding
Total outstanding common shares and units eligible for dividends and distributions
950,700
We paid quarterly cash dividends of $1.01 and $0.96 per common share in each of the first three quarters of 2025 and 2024, respectively. Our future common stock dividends, if and as declared, may vary and will be determined by the Board based upon the circumstances prevailing at the time, including our financial condition, operating results and REIT distribution requirements, and may be adjusted at the discretion of the Board during the year.
We make distributions on the common limited partnership units outstanding at the same per unit amount as our common stock dividend.
Class A common limited partnerships units ("Class A Units") Dividends
The Class A Units in the OP are entitled to a quarterly distribution equal to $0.64665 per unit so long as the common units receive a quarterly distribution of at least $0.40 per unit. We paid a quarterly cash distribution of $0.64665 per Class A Unit in each of the first three quarters of 2025 and 2024. During the three and nine months ended September 30, 2025, the majority of the Class A Units in the OP were converted to common limited partnership units in the OP.
Preferred Stock Dividends
At September 30, 2025, our Series Q preferred stock had an annual dividend rate of 8.54% per share and the dividends are payable quarterly in arrears.
Pursuant to the terms of our preferred stock, we are restricted from declaring or paying any dividend with respect to our common stock unless and until all cumulative dividends with respect to the preferred stock have been paid and sufficient funds have been set aside for dividends that have been declared for the relevant dividend period with respect to the preferred stock.
Other Commitments
On an ongoing basis, we are engaged in various stages of negotiations for the acquisition or disposition of individual properties or portfolios of properties.
FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCKHOLDERS/UNITHOLDERS (“FFO”)
FFO is a non-GAAP financial measure that is commonly used in the real estate industry, with net earnings as the most directly comparable GAAP measure.
The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as earnings computed under GAAP to exclude depreciation and gains and losses from sales net of any related tax, along with impairment charges, of previously depreciated properties. This measure excludes the gains on revaluation of equity investments upon acquisition of a controlling interest and the gain recognized from a partial sale of our investment, as these are similar to gains from the sales of previously depreciated properties. This measure excludes similar adjustments from our unconsolidated entities and the third parties' share of our consolidated ventures.
Our FFO Measures
Our FFO measures begin with NAREIT’s definition, with certain adjustments to calculate FFO, as modified by Prologis, and Core FFO, both as defined below, to reflect our business and execution of our management strategy. While these adjustments are subject to significant fluctuations from period to period, with both positive and negative short-term impacts, the removal of the effects of these items enhances our understanding of the core operating performance of our properties over the long term.
We use FFO, as modified by Prologis, so that management, analysts and investors are able to evaluate our performance against other REITs that do not have similar operations or operations in jurisdictions outside the U.S. We use Core FFO to (i) assess our operating performance as compared to other real estate companies; (ii) evaluate our performance and the performance of our properties in comparison with expected results and results of previous periods; (iii) evaluate the performance of our management; (iv) budget and forecast future results to assist in the allocation of resources; and (v) evaluate how a specific potential investment will impact our future results.
We calculate our FFO measures based on our proportionate ownership share of both our unconsolidated entities and consolidated ventures. We reflect our share of our FFO measures for unconsolidated entities by applying our average ownership percentage for the period to the applicable adjustments on an entity-by-entity basis. We reflect our share for consolidated ventures in which we do not own 100% of the equity, by removing the noncontrolling interests share of the applicable adjustments based on our average ownership percentage for the applicable periods.
FFO, as modified by Prologis attributable to common stockholders/unitholders (“FFO, as modified by Prologis”)
To arrive at FFO, as modified by Prologis, we adjust the NAREIT defined FFO measure to exclude:
Core FFO attributable to common stockholders/unitholders (“Core FFO”)
To arrive at Core FFO, we adjust FFO, as modified by Prologis, to exclude the following:
Limitations on the use of our FFO measures
While we believe our modified FFO measures are important supplemental measures, neither NAREIT’s nor our measures of FFO should be used alone because they exclude significant components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. We do not use NAREIT’s nor our measures of FFO as alternatives to net earnings computed under GAAP or as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.
We compensate for the limitations by using our FFO measures only in conjunction with net earnings computed under GAAP when making our decisions. This information should be read with our complete Consolidated Financial Statements prepared under GAAP. To assist investors in compensating for these limitations, we reconcile our modified FFO measures from consolidated net earnings attributable to common stockholders computed under GAAP for the nine months ended September 30 as follows (in millions):
Reconciliation of net earnings attributable to common stockholders to FFO measures:
1,924
2,448
Add (deduct) NAREIT defined adjustments:
Real estate related depreciation and amortization
1,870
Gains on other dispositions of investments in real estate, net of taxes (excluding development properties and land)
(115
(651
Adjustments related to noncontrolling interests
Our proportionate share of adjustments related to unconsolidated entities
423
333
NAREIT defined FFO attributable to common stockholders/unitholders
4,080
3,969
Add (deduct) our modified adjustments:
Unrealized foreign currency, derivative and other losses (gains), net
155
FFO, as modified by Prologis attributable to common stockholders/unitholders
4,229
4,029
Adjustments to arrive at Core FFO:
(160
Current income tax expense (benefit) on dispositions
(5
Core FFO attributable to common stockholders/unitholders
4,178
3,870
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to the impact of foreign exchange-related variability and earnings volatility on our foreign investments and interest rate changes. See our risk factors in Part 1, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024. See also Note 9 in the Consolidated Financial Statements in Item 1 for more information about our foreign operations and derivative financial instruments.
We monitor our market risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market risk sensitive instruments assuming a hypothetical 10% adverse change in foreign currency exchange rates or interest rates at September 30, 2025. The results of the sensitivity analysis are summarized in the following sections. The sensitivity analysis is of limited predictive value. As a result, revenues and expenses, as well as our ultimate realized gains or losses with respect to foreign currency exchange rate and interest rate fluctuations will depend on the exposures that arise during a future period, hedging strategies at the time and the prevailing foreign currency exchange rates and interest rates.
Foreign Currency Risk
We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign investments. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. We primarily mitigate this risk by borrowing in the currencies where we invest, creating a natural hedge. In addition, we use derivative financial instruments, such as foreign currency contracts designated as net investment hedges, which offset translation adjustments on the net assets of our foreign investments. At September 30, 2025, after consideration of our ability to borrow in the foreign currencies in which we invest and also derivative and nonderivative financial instruments as discussed in Note 9 to the Consolidated Financial Statements, we had minimal net equity denominated in a currency other than the U.S. dollar.
For the nine months ended September 30, 2025, $507 million or 7.8% of our total consolidated revenue was denominated in foreign currencies. We enter into foreign currency contracts that we do not designate, such as forwards, to reduce the impact from fluctuations in foreign currency associated with the translation of the future earnings of our international subsidiaries. At September 30, 2025, we had foreign currency contracts denominated principally in British pound sterling, Canadian dollar, euro and Japanese yen, with an aggregate notional amount of $1.6 billion. As we do not designate these foreign currency contracts as hedges, the gain or loss on settlement is included in our earnings and offsets the lower or higher translation of earnings from our investments denominated in currencies other than the U.S. dollar. Although the impact to net earnings is mitigated through higher translated U.S. dollar earnings from these currencies, a weakening of the U.S. dollar against these currencies by 10% could result in a $164 million cash payment on settlement of these contracts.
Interest Rate Risk
We are also exposed to the impact of interest rate changes on future earnings and cash flows. To mitigate that risk, we generally borrow with fixed rate debt and we may use derivative instruments to fix the interest rate on our variable rate debt. At September 30, 2025, $34.6 billion of our debt bore interest at fixed rates and therefore the fair value of these instruments was affected by changes in market interest rates. At September 30, 2025, $1.3 billion of our debt bore interest at variable rates. The following table summarizes the future repayment of debt and scheduled principal payments at September 30, 2025 (dollars in millions):
2027
Fixed rate debt
1,540
2,041
2,647
28,209
34,565
32,126
Weighted average interest rate (1)
4.0
3.3
2.2
Variable rate debt
718
219
1,024
Total variable rate debt
230
1,296
At September 30, 2025, the weighted average effective interest rate on our variable rate debt was 2.9% which was calculated using an average balance on our credit facilities throughout the year and our other variable rate debt balances at September 30, 2025. Changes in interest rates can cause interest expense to fluctuate on our variable rate debt. On the basis of our sensitivity analysis, a 10% increase in interest rates on our average outstanding variable rate debt balances would result in additional annual interest expense of $4 million for the quarter ended September 30, 2025, which equates to a change in interest rates of 29 basis points on our average outstanding variable rate debt balances and 1 basis point on our average total debt balances.
ITEM 4. Controls and Procedures
Controls and Procedures (Prologis, Inc.)
Prologis, Inc. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-14(c)) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), at September 30, 2025. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
Changes in Internal Control over Financial Reporting
There have not been any changes in Prologis, Inc.’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, Prologis, Inc.’s internal control over financial reporting.
Controls and Procedures (Prologis, L.P.)
Prologis, L.P. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-14(c)) under the Exchange Act at September 30, 2025. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
There have not been any changes in Prologis, L.P.’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, Prologis, L.P.’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
Prologis and our unconsolidated entities are party to a variety of legal proceedings arising in the ordinary course of business. With respect to any such matters to which we are currently a party, the ultimate disposition of any such matters will not result in a material adverse effect on our business, financial position or results of operations.
ITEM 1A. Risk Factors
At September 30, 2025, no material changes had occurred in our risk factors as discussed in Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarterly period ended September 30, 2025, we issued 0.6 million shares of common stock of Prologis, Inc. in connection with the redemption of common units of Prologis, L.P. pursuant to the terms of the limited partnership agreement of Prologis, L.P. These issuances were made in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not Applicable.
ITEM 5. Other Information
During the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K under the Act).
ITEM 6. Exhibits
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
INDEX TO EXHIBITS
Certain of the following documents are filed herewith. Certain other of the following documents that have been previously filed with the Securities and Exchange Commission (“SEC”) and, pursuant to Rule 12b-32, are incorporated herein by reference.
Form of Officers’ Certificate related to the 3.250% Notes due 2032 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on September 22, 2025).
4.2
Form of 3.250% Notes due 2032 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on September 22, 2025).
4.3
Form of Officers’ Certificate related to the 3.875% Notes due 2037 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on September 22, 2025).
Form of 3.875% Notes due 2037 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on September 22, 2025).
15.1†
KPMG LLP Awareness Letter of Prologis, Inc.
15.2†
KPMG LLP Awareness Letter of Prologis, L.P.
22.1†
Subsidiary guarantors and issuers of guaranteed securities.
31.1†
Certification of Chief Executive Officer of Prologis, Inc.
31.2†
Certification of Chief Financial Officer of Prologis, Inc.
31.3†
Certification of Chief Executive Officer for Prologis, L.P.
31.4†
Certification of Chief Financial Officer for Prologis, L.P.
32.1†
Certification of Chief Executive Officer and Chief Financial Officer of Prologis, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†
Certification of Chief Executive Officer and Chief Financial Officer for Prologis, L.P., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS†
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
101.SCH†
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
†
Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
By:
/s/ Timothy D. Arndt
Timothy D. Arndt
Chief Financial Officer
/s/ Lori A. Palazzolo
Lori A. Palazzolo
Managing Director and Chief Accounting Officer
Prologis, Inc., its general partner
Date: October 28, 2025